Common use of Limitation on Demand Registrations Clause in Contracts

Limitation on Demand Registrations. Notwithstanding anything to the contrary set forth in Section 1.2(a), but subject to Sections 1.6 and 2, the Company shall not be obligated to file a Registration Statement with respect to a Demand Registration upon a request by a Holder under Section 1.2(a): (1) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell less than one million shares of Registrable Securities; (2) if the Company shall furnish to the Holders a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Demand Registration or any other registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Registration Statement for a period of not more than 90 days after receipt of the request of the Holder or Holders under this Section 1.2; PROVIDED, HOWEVER, that the Company shall not utilize this right more than once in any 12-month period; (3) if the Company has, within the 12-month period preceding the date of such request, already effected one Demand Registration for the Holders pursuant to this Section 1.2; (4) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (5) prior to nine months following the date of this Agreement.

Limitation on Demand Registrations. Notwithstanding anything to the contrary set forth in Section 1.2(a), but subject to Sections 1.6 and 2, the (i) The Company shall not be obligated required to file a Registration Statement with respect to a (A) effect more than three (3) Demand Registration upon a request by a Holder under Section 1.2(a): Registrations, or (B) effect more than one (1) if Demand Registration within any twelve (12) month period. No Demand Registration will count for the Holders, together with the holders of any other securities purposes of the limitations in this Section 4.3(b) unless the registration has been declared or ordered effective by the Commission and remains continuously effective until the earlier of (x) the date on which all Registrable Securities covered thereby have been sold pursuant to such registration (or if earlier, the first date on which no Registrable Securities remain outstanding) and (y) the close of business on the 180th day after such registration has been declared or ordered effective by the Commission. (ii) The Company entitled also shall not be required to inclusion in such registration, propose to sell less than one million shares of Registrable Securities; (2) effect any Demand Registration if the Company shall furnish to has notified the Holders a certificate signed by Investor or Investors making the President of the Company stating Registration Request that, in the good faith judgment of the Board of Directors of the Company, it would be seriously materially detrimental to the Company and its stockholders for such Demand Registration or any other registration to be effected at such time, in which event the Company shall have the right to defer the such filing of the Registration Statement for a period of not more than 90 forty-five (45) days after receipt of the request of the Holder Investor or Holders under this Section 1.2Investors; PROVIDED, HOWEVER, provided that the Company shall not utilize this such right more than once in any 12-month period; (3) if the Company has, within the 12-month period preceding the date of such request, already effected one Demand Registration for the Holders to delay a request pursuant to this Section 1.2; (44.3(b)(ii) shall be exercised by the Company not more than three times in any particular jurisdiction twelve (12) month period and not more than ninety (90) days in which the aggregate in such twelve (12) month period. If the Company would postpones the filing of a prospectus or the effectiveness of a Registration Statement pursuant to this Section 4.3(b)(ii), an Investor or Investors will be required entitled to qualify to do business withdraw its or to execute a general consent to service their Registration Request and, if such request is withdrawn, such registration request will not count for the purposes of process the limitation set forth in effecting such registration, qualification or compliance; or (5) prior to nine months following the date of this AgreementSection 4.3(b).